Castelnau Group Ltd — AGM Information 2023

Aug 16, 2023

Castelnau Group Limited

Form of Proxy

For use at the annual general meeting the Company (as defined below) to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL on Wednesday, 13 September 2023 at 1.15 p.m. (the “AGM”).

Before completing this form, please read the explanatory notes overleaf.

I/We, being [a] member[s] of Castelnau Group Limited (the “ Company ”), hereby appoint the chair of the meeting OR (see notes 1 and 2).

as my/our proxy to attend, speak and vote for me/us on my/our behalf, as indicated below, at the AGM of the Company to be held at 1.15 p.m. on Wednesday, 13 September 2023, and at any adjournment of the meeting.

I/We have indicated with an ‘X’ in the appropriate spaces how I/we wish my/our votes to be cast on the resolutions set out below and direct that my/our proxy will vote (or abstain from voting) as he thinks fit on any other matters which may properly come before the AGM (or any adjournment of it).

[Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one ] proxy, please refer to note 1.

RESOLUTION(Please indicate with an “X” in thebox provided how you wish to vote)	FOR	AGAINST	WITHHELD	DISCRETIONARY
1.To receive the audited financialstatements of the Company togetherwith the reports of the directors andauditors for the year ended31 December 2022
2.To re-elect and re-appoint JoannePeacegood as a director
3.To re-elect and re-appoint AndrewWhittaker as a director
4. To re-elect and re-appoint JoannaDuquemin Nicolle as a director
5.To re-elect and re-appoint DavidStevenson as a director
6. To re-appoint Grant Thornton Limitedas auditors of the Company, to holdoffice until the conclusion of the nextgeneral meeting at which accounts arelaid before the Company
7.To authorise the Audit Committee todetermine the auditors’ remuneration
8.To authorise the Company to purchaseits own shares

PLEASE COMPLETE THIS FORM AND RETURN IT TO THE REGISTRARS, FOLLOWING THE INSTRUCTIONS SET OUT BELOW, TO ARRIVE NO LATER THAN 1.15PM. ON MONDAY, 11 SEPTEMBER 2023 (OR, IF THE MEETING IS ADJOURNED, 48 HOURS (EXCLUDING NON-WORKING DAYS) BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING).

Notes for completion of the proxy form

1. You are entitled to appoint a proxy or proxies, who need not be a member of the Company, or the chair, to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company (although please see the chair’s letter enclosed in the Notice to the AGM as to the recommendation to appoint the chair as your proxy). If you wish to appoint a person other than the chair, please insert the name of your chosen proxy holder in the space provided. If no name is inserted in the space provided, the chair of the meeting will be deemed to be your proxy. You must follow the appointment procedures set out in these notes.

2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different share or shares. Please indicate by ticking the box provided if the instruction is one of multiple instructions being given. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. If you appoint more than one proxy you may photocopy this form or additional proxy forms may be obtained from Link Group on telephone number 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

3. For each resolution, please indicate with an “X” in the box provided how you wish your votes to be cast on each resolution. In the absence of instructions, or if you complete the box in the column marked “Discretionary”, the proxy may vote or abstain from voting as he thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from voting as he thinks fit on any other business which may properly come before the Meeting. The ‘Vote Withheld’ option is provided to enable you to abstain on any particular resolution. It should, however, be noted that it is not a vote in law and will not be counted in the proportion of the votes ‘For’ and ‘Against’ a resolution.

4. If you appoint a proxy to vote on your behalf at this AGM, your voting rights will revert to you at the conclusion of the AGM or any adjournment of it.

5. To be valid, this proxy form must, subject to notes below, be signed, dated and lodged, together with the original power of attorney or other written authority (if any) (or a duly certified copy of such power or authority), no later than 1.15 p.m. on Monday, 11 September 2023 (or, if the meeting is adjourned 48 hours (excluding non-working days) before the time fixed for the adjourned meeting) with the Company’s registrars, by Link Group Central Square, 29 Wellington St, Leeds LS1 4DL. Alternatively, you can submit your proxy instruction electronically at www.signalshares.com.

6. If a member is a company, this proxy form must be executed under its common seal (or such form of execution as has the same effect) or executed on its behalf by a duly authorised officer of the company or an attorney for the company. A copy of the authorisation of such officer or attorney must be lodged with this proxy form.

7. CREST members who wish to appoint or instruct a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. Please see the notes to the accompanying notice of annual general meeting for further information on proxy appointment through CREST.

8. In the case of joint holders, any one holder may sign the form of proxy but all the names of the joint holders should be stated on this proxy form. The vote of the most senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names of the joint holders stand in the register of members of the Company in respect of the joint holding (the first-named being the most senior).

9. If more than one valid proxy appointment is returned in respect of the same shares, the appointment received last by the Company’s registrars before the latest time for the receipt of proxies (as set out in notes 5 and 7) will take precedence.

10. For details of how to change proxy instructions or revoke your proxy appointment see the notes to the notice of meeting. Any alterations made to this form should be initialled.

11. You may not use any fax number or email address or other electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

If you have any queries completing this form please contact Link Market Services (Guernsey) Limited on telephone number 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

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